Assumption of Claim Sample Clauses

Assumption of Claim. If Indemnitor assumes the Claim, Claimant may at his sole cost and expense retain counsel of its own choosing, and (subject to negotiation of a joint defense agreement) Indemnitor will share relevant information with Claimant’s counsel and consult with it as to disposition of the Claim. However, Indemnitor will retain ultimate control over the defense or settlement of the Claim (in which the Claimant will cooperate), with the proviso that Indemnitor may not without Claimant’s consent agree to the entry of any order for non-monetary relief which will be binding on Claimant, its assets or operations. Each party as a potential Claimant agrees that it will make available to any Indemnitor all of his relevant books and records and will, at the Indemnitor’s request and expense, reasonably cooperate (and cause his officers, directors and employees to cooperate) with the Indemnitor in the defense of the Claim.

Assumption of Claim. The Company shall assume the defense of any Proceeding with respect to which indemnification is sought, with counsel satisfactory to the Officer. After such assumption, the Company will not be liable to the Officer under this Agreement for any expenses (including legal expenses) subsequently incurred by the Officer in defending such Proceeding; provided however, that the Officer shall have the right to employ his or her own counsel in any Proceeding but the fees and expenses of such counsel incurred after delivery of notice from the Company of its assumption of such defense shall be at the Officer’s expense; and provided however that if (i) the employment of such counsel by the Officer has been previously authorized by the Company, (ii) the Officer shall have reasonably concluded that there may be a conflict of interest between (A) the Company and the Officer or (B) the Officer and other Officers or Directors named in the Proceeding in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such action, the fees and expenses of such counsel shall be at the expense of the Company.

Assumption of Claim. If Indemnitor assumes the Claim, Claimant may at its sole cost and expense retain counsel of its own choosing, and (subject to negotiation of a joint defense agreement) Indemnitor will share relevant information with ▇▇▇▇▇▇▇▇’s counsel and consult with it as to disposition of the Claim. However, Indemnitor will retain ultimate control over the defense or settlement of the Claim (in which the Claimant will cooperate), with the proviso that Indemnitor may not without Claimant’s consent agree to the entry of any order for non-monetary relief which will be binding on Claimant, its assets or operations. Each party as a potential Claimant agrees that it will make available to any Indemnitor its relevant books and records and will, at the Indemnitor’s request and expense, reasonably cooperate (and cause its officers, directors and employees to cooperate) with the Indemnitor in the defense of the Claim, including attending conferences, discovery proceedings, hearings, trials and appeals, and furnishing information and testimony and using commercially reasonable efforts to preserve, in the case of any third party action, the confidentiality of all confidential information and the attorney-client and attorney work product privileges. Notwithstanding anything to the contrary in the foregoing, Indemnitor shall not be entitled to assume the defense of a Claim brought by a third party against the Claimant if such Claim: (A) seeks injunctive or other equitable relief except where such relief is merely incidental to a primary claim for monetary damages; (B) relates to or arises in conjunction with any criminal proceeding, action, indictment, allegation or investigation; (C) with respect to a Claim made against ▇▇▇▇▇▇▇▇▇ or Subsidiary or their Affiliates, involves a customer or client of the Acquired Business, ▇▇▇▇▇▇▇▇▇ or Subsidiary or their Affiliates; (D) with respect to a Claim made against ▇▇▇▇▇▇▇▇▇ or Subsidiary or their Affiliates, ▇▇▇▇▇▇▇▇▇ or Subsidiary reasonably believes that an adverse determination with respect to the Claim would be materially injurious to its business; or (E) Indemnitor is unable to reasonably satisfy Claimant that it will be able to provide the full indemnification due under this Asset Purchase Agreement.

Assumption of Claim. In the event an Environmental Claim is asserted against Buyer or Buyer's Affiliates, JWA will assume the defense or otherwise control the disposition of such Environmental Claim and any Environmental Action, and will be solely responsible for all aspects of such Environmental Claim. Consequently, JWA has the sole right to defend, settle or compromise such Environmental Claim with representatives chosen by it; provided, however, that no settlement or compromise of any such Environmental Claim shall provide for anything other than the payment of money damages or other money payments without the consent of Buyer, which consent shall not be unreasonably withheld.

Assumption of Claim. Subject to the terms and conditions of this Agreement, the Company shall assume the defense of any Proceeding with respect to which indemnification is sought, with counsel of its choice, upon written notice to the Officer of the Company's election to do so. After delivery of such notice, the Company will not be liable to the Officer under this Agreement for any expenses (including legal expenses) subsequently incurred by the Officer in defending such Proceeding. Notwithstanding the foregoing, the Officer shall always have the right to employ his or her own counsel in any Proceeding but the fees and expenses of such counsel incurred after delivery of notice from the Company of its assumption of such defense shall be at the Officer's expense.